Common use of Exercise of Preemptive Rights Clause in Contracts

Exercise of Preemptive Rights. Each time after the date of this Agreement and prior to the time that the Company proposes to offer any New Shares, the Company shall first make an offering of such New Shares to the Eligible Stockholders and the Eligible NextNet Stockholders in accordance with this Section 1.02. (a) The Company shall deliver a notice (the "Issue Notice") to the Eligible Stockholders and the Eligible NextNet Stockholders stating (i) the bona fide intention of the Company to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and terms upon which the Company proposes to offer such New Shares. (b) By written notification received by the Company, within 10 business days after receipt of the Issue Notice, each Eligible Stockholder and each Eligible NextNet Stockholder may elect to purchase, at the price and on the terms specified in the Issue Notice, a portion of such New Shares that equals the proportion that the number of shares of Stock including any options, warrants or other share purchase rights held by such Stockholder bears to the total number of shares of Stock of the Company then outstanding, on a fully diluted basis, but excluding (i) any options, warrants or other rights to acquire Shares where the fair market value of the Shares issuable on the exercise of such options, warrants or other rights, as determined in good faith by the Board of Directors of the Company, is less that the exercise price of such options, warrants or other rights and (ii) any Shares and options, warrants or other rights to acquire Shares that are reserved but unallocated pursuant to any stock plan. Such written notification shall be a binding, irrevocable commitment to purchase such New Shares. (c) If Eligible Stockholders and the Eligible NextNet Stockholders do not elect to purchase all of the New Shares that Eligible Stockholders and the Eligible NextNet Stockholders are entitled to purchase under subsection (b), the Company may offer the unsubscribed portion of such New Shares to any Persons at a price not less than, and upon terms no more favorable to the offeree, than those specified in the Issue Notice, provided that the Company completes the offer and sale of such unsubscribed portion within 120 business days after the date the applicable Issue Notice is first delivered to stockholders of the Company. (d) Each of HITN and Clearwire may assign its rights under this Section 1 to a Designee; provided, that the Company shall only be obligated to deliver Issue Notices to HITN and Clearwire. No other Stockholder may assign its rights under this Section 1 without the consent of the Company which may be withheld at its sole discretion.

Exercise of Preemptive Rights. Each time after the date of this Agreement and prior to the time that the Company proposes to offer any New SharesUnits, the Company shall first make an offering of such New Shares Units to the Eligible Stockholders and the Eligible NextNet Stockholders Member in accordance with this Section 1.022.8. (ai) The Company shall deliver a notice (the "Issue Notice") to the Eligible Stockholders and the Eligible NextNet Stockholders Member stating (ix) the bona fide intention of the Company to offer such New SharesUnits, (iiy) the number of such New Shares Units to be offered, and (iiiz) the price and terms upon which the Company proposes to offer such New SharesUnits. (bii) By written notification received by the Company, within 10 business days after receipt of the Issue Notice, each Eligible Stockholder and each Eligible NextNet Stockholder Member may elect to purchase, at the price and on the terms specified in the Issue Notice, a portion of such New Shares Units that equals the proportion that the number of shares of Stock Units including any options, warrants or other share purchase rights held by such Stockholder Member bears to the total number of shares of Stock Units of the Company then outstanding, on a fully diluted basis, but excluding (ix) any options, warrants or other rights to acquire Shares Units where the fair market value of the Shares Units issuable on the exercise of such options, warrants or other rights, as determined in good faith by the Board of Directors of the CompanyManager, is less that the exercise price of such options, warrants or other rights and (iiy) any Shares Units and options, warrants or other rights to acquire Shares Units that are reserved but unallocated pursuant to any stock plan. Such written notification shall be a binding, irrevocable commitment to purchase such New SharesUnits. (ciii) If Eligible Stockholders and the Eligible NextNet Stockholders Members do not elect to purchase all of the New Shares Units that Eligible Stockholders and the Eligible NextNet Stockholders Members are entitled to purchase under subsection (bii), the Company may offer the unsubscribed portion of such New Shares Units to any Persons at a price not less than, and upon terms no more favorable to the offeree, than those specified in the Issue Notice, provided that the Company completes the offer and sale of such unsubscribed portion within 120 business days after the date the applicable Issue Notice is first delivered to stockholders of the Company. (div) Each of HITN and Clearwire No Member may assign its rights under this Section 1 to a Designee; provided, that the Company shall only be obligated to deliver Issue Notices to HITN and Clearwire. No other Stockholder may assign its rights under this Section 1 2.8 without the consent of the Company Manager, which may be withheld at its sole discretion.

Exercise of Preemptive Rights. Each time after the date of In order to exercise preemptive rights under this Agreement and prior Section 3.4, a Preemptive Rights Holder must deliver an irrevocable written notice to the time that Company (the “Holder Preemptive Acceptance Notice”) describing such Preemptive Rights Holder’s election to purchase all or any portion (as specified by the Preemptive Rights Holder) of the Offered Securities offered to such Preemptive Rights Holder hereunder within fifteen (15) Business Days after receipt of written notice from the Company proposes to offer any New Shares, the Company shall first make an offering of such New Shares to the Eligible Stockholders and the Eligible NextNet Stockholders in accordance with this Section 1.02. (a) The Company shall deliver a notice (the "Issue “Company Preemptive Offer Notice"”) to the Eligible Stockholders and the Eligible NextNet Stockholders stating describing in reasonable detail (i) the bona fide intention of the Company Offered Securities to offer such New Sharesbe offered, (ii) the number purchase price or aggregate principal amount (or, in the case of an offering in which the price is not known at the time the Company Preemptive Offer Notice is given, the method of determination of such New Shares price and a good faith estimate thereof) and other material terms with respect to be offeredsuch offering, and (iii) the price and terms upon which number or amount of Offered Securities such Preemptive Rights Holder is eligible to purchase pursuant to this Section 3.4; provided, however, that in the event that a Preemptive Rights Holder fails to deliver on a timely basis an irrevocable written notice to the Company proposes to offer such New Shares. (b) By written notification received by the Company, within 10 business days after receipt of the Issue Notice, each Eligible Stockholder and each Eligible NextNet Stockholder may elect to purchase, at the price and on the terms specified in the Issue Notice, a portion of such New Shares that equals the proportion that the number of shares of Stock including any options, warrants or other share purchase rights held by such Stockholder bears to the total number of shares of Stock of the Company then outstanding, on a fully diluted basis, but excluding (i) any options, warrants or other rights to acquire Shares where the fair market value of the Shares issuable on the exercise of such options, warrants or other rights, as determined in good faith by the Board of Directors of the Company, is less that the exercise price of such options, warrants or other rights and (ii) any Shares and options, warrants or other rights to acquire Shares that are reserved but unallocated pursuant to any stock plan. Such written notification shall be a binding, irrevocable commitment to purchase such New Shares. (c) If Eligible Stockholders and the Eligible NextNet Stockholders do not elect to purchase all or any portion of the New Shares that Eligible Stockholders Offered Securities offered to such Preemptive Rights Holder, or delivers such an irrevocable written notice and the Eligible NextNet Stockholders are entitled subsequently fails to purchase under subsection (b)the Offered Securities set forth in such irrevocable written notice, the Company may offer the unsubscribed portion of such New Shares Offered Securities shall be allocated to any Persons at a price not less than, and upon terms no more favorable to the offeree, than those specified in the Issue Notice, provided all other Preemptive Rights Holders that the Company completes the offer and sale of such unsubscribed portion within 120 business days after the date the applicable Issue Notice is first delivered to stockholders of the Company. (d) Each of HITN and Clearwire may assign its fully exercised their rights under this Section 1 3.4, purchased the applicable Offered Securities and included in their respective written notices to a Designee; provided, that the Company shall only be obligated an irrevocable offer to deliver Issue Notices to HITN and Clearwire. No other Stockholder may assign its rights under this Section 1 without the consent purchase Offered Securities in excess of the Company which may be withheld at its sole discretionOffered Securities offered to such Preemptive Rights Holders pro rata in accordance with their respective Preemptive Rights Percentages.

Exercise of Preemptive Rights. (a) Each time Preemptive Rightholder shall have the right, exercisable by such holder through the delivery of a written notice (a “Preemptive Acceptance Notice”) to the Company within a period of 15 days after the date of the Preemptive Offer Notice (the “Preemptive Acceptance Period”), to purchase up to its Pro Rata Share of the Issuance Securities at the purchase price and on the terms and conditions stated in the Preemptive Offer Notice. Each Preemptive Acceptance Notice shall specify the maximum number of Issuance Securities such Preemptive Rightholder will purchase. The failure of a Preemptive Rightholder to give a Preemptive Acceptance Notice within the Preemptive Acceptance Period shall constitute a waiver of such Preemptive Rightholder’s preemptive rights under this Agreement and prior Section 1.3 with respect to the time that the Company proposes to offer any New Shares, the Company shall first make an offering of such New Shares to the Eligible Stockholders and the Eligible NextNet Stockholders in accordance with this Section 1.02. (a) The Company shall deliver a notice (the "Issue Notice") to the Eligible Stockholders and the Eligible NextNet Stockholders stating (i) the bona fide intention of the Company to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and terms upon which the Company proposes to offer such New Sharesrelevant Preemptive Offer. (b) By written notification received by All sales of Issuance Securities to the Company, within 10 business days after receipt of the Issue Notice, each Eligible Stockholder and each Eligible NextNet Stockholder may elect Preemptive Rightholders subject to purchase, any Preemptive Offer Notice shall be consummated contemporaneously at the price and on the terms specified in the Issue Notice, a portion of such New Shares that equals the proportion that the number of shares of Stock including any options, warrants or other share purchase rights held by such Stockholder bears to the total number of shares of Stock offices of the Company then outstanding, on a fully diluted basis, but excluding (i) any options, warrants mutually agreed Business Day within 20 Business Days after the expiration of the Preemptive Acceptance Period. The delivery by the Company of an updated register of members and share certificates or other rights to acquire Shares where the fair market value instruments, if any, evidencing such Issuance Securities shall be made on such date against payment of the purchase price for such Issuance Securities. Nothing in this Section 1 shall be construed to impose a maximum number of Shares issuable on to the exercise of such options, warrants Purchaser or other rights, its Affiliates so long as determined in good faith by the Board of Directors right of the Company, is less that the exercise price of such options, warrants or other rights and (ii) any Shares and options, warrants or other rights to acquire Shares Preemptive Rightholders that are reserved but unallocated pursuant not the Purchaser or Affiliates thereof to any stock plan. Such written notification shall be a binding, irrevocable commitment subscribe for up to purchase such New Sharesits applicable Pro Rata Share is honored. (c) If Eligible Stockholders and any Issuance Securities set forth in the Eligible NextNet Stockholders do not elect to purchase Preemptive Offer Notice remain unpurchased or unsubscribed after all of the New Shares that Eligible Stockholders and the Eligible NextNet Stockholders are entitled to purchase Preemptive Rightholders have either exercised or waived their respective preemptive rights under subsection (b)this Section 1.3, then the Company may offer the unsubscribed issue all or any portion of such New Shares to any Persons remaining Issuance Securities, at a price not less than, than the purchase price and upon on terms no and conditions not more favorable to the offereeProposed Recipient than the purchase price, than those specified terms and conditions stated in the Issue Preemptive Offer Notice, provided that the Company completes the offer and sale of such unsubscribed portion at any time within 120 business 90 days after the date the applicable Issue Notice is first delivered to stockholders expiration of the Company. Preemptive Acceptance Period (d) Each the “Issuance Period”). In the event that any of HITN such remaining Issuance Securities is not issued during the Issuance Period, the right of the Company to issue such remaining Issuance Securities shall expire and Clearwire may assign its rights the obligations of the Company under this Section 1 shall be revived and such remaining Issuance Securities shall not be issued unless first re-offered to a Designee; provided, that the Company shall only be obligated to deliver Issue Notices to HITN and Clearwire. No other Stockholder may assign its rights under Preemptive Rightholders in accordance with this Section 1 without the consent of the Company which may be withheld at its sole discretion1.

Exercise of Preemptive Rights. Each time after the date of this Agreement and prior to the time that If the Company proposes to offer issue any New SharesEquity Securities, the Company it shall first make an offering of such New Shares to the Eligible Stockholders and the Eligible NextNet Stockholders in accordance with this Section 1.02. (a) The Company shall deliver a give each Major Investor notice (the "Issue “Company Notice"”) to of its intention, describing the Eligible Stockholders Equity Securities and the Eligible NextNet Stockholders stating (i) the bona fide intention of the Company to offer such New Shares, (ii) the number of such New Shares to be offered, and (iii) the price and the terms and conditions upon which the Company proposes to offer issue the same. Each Major Investor shall have ten (10) days from the date of its receipt of the Company Notice to agree to purchase the Equity Securities being issued, for the price and upon the terms and conditions specified in the Company Notice, by giving notice to the Company and stating therein the quantity of Equity Securities it agrees to purchase; provided that, if all Persons entitled to purchase or receive such New Shares. (b) By written notification received by Equity Securities are required to purchase other securities of the Company, within 10 the Major Investors exercising their rights pursuant to this Section 4.2 shall also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The Company shall promptly, and in no event later than five (5) days after the expiration of the ten (10) day notice period, give each Major Investor that elects to purchase all of the Equity Securities available to it (the “Fully-Exercising Investor”) notice in writing (the “Secondary Company Notice”) of any other Major Investor’s failure to subscribe for all of the Equity Securities available to it. During the five (5) business days day period commencing after receipt of such information from the Issue NoticeCompany, each Eligible Stockholder and each Eligible NextNet Stockholder may elect Fully-Exercising Investor shall then be entitled to purchase, at the price and on the terms specified in the Issue Notice, a obtain up to that portion of such New Shares that equals the Equity Securities not subscribed for by the other Major Investors which is equal to the proportion that the number of shares of Common Stock including any optionsissued and held, warrants or other share purchase rights held issuable upon conversion of Series A Preferred then held, by such Stockholder Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Company Series A Preferred then outstandingheld, on a fully diluted basis, but excluding (i) any options, warrants or other rights to acquire Shares where the fair market value of the Shares issuable on the exercise of such options, warrants or other rights, as determined in good faith by the Board of Directors of the Company, is less that the exercise price of such options, warrants or other rights and (ii) any Shares and options, warrants or other rights to acquire Shares that are reserved but unallocated pursuant to any stock plan. Such written notification shall be a binding, irrevocable commitment all Fully-Exercising Investors who wish to purchase such New Shares. (c) If Eligible Stockholders and the Eligible NextNet Stockholders do not elect to purchase some or all of the New Shares that Eligible Stockholders and the Eligible NextNet Stockholders are entitled unsubscribed Equity Securities. Such Fully-Exercising Investor shall provide written notice to purchase under subsection (b), the Company may offer the unsubscribed if it so desires to obtain any portion of the Equity Securities not subscribed for by the other Major Investors and to which such New Shares Fully-Exercising Investor is entitled. The purchase of any Equity Securities by any Major Investor pursuant to any Persons at this Section 4.2 shall be completed on a price business day occurring not less than, and upon terms no more favorable to the offeree, sooner than those specified in the Issue Notice, provided that the Company completes the offer and sale of such unsubscribed portion within 120 ten (10) business days after expiration of the date ten (10) day notice period in the applicable Issue case where no Secondary Company Notice is first delivered to stockholders of given or the Companyfive (5) business days offer period in the case where a Secondary Company Notice is given. (d) Each of HITN and Clearwire may assign its rights under this Section 1 to a Designee; provided, that the Company shall only be obligated to deliver Issue Notices to HITN and Clearwire. No other Stockholder may assign its rights under this Section 1 without the consent of the Company which may be withheld at its sole discretion.

Exercise of Preemptive Rights. Each The Manager (with the prior written consent of Members holding a majority of the Residual Percentages), may from time after the date of this Agreement and prior to the time that the Company proposes to offer any New Shares, the Company shall first make an offering of such New Shares to the Eligible Stockholders and the Eligible NextNet Stockholders in accordance with this Section 1.02. (a) The Company shall deliver a notice (the "Issue Notice") to the Eligible Stockholders and the Eligible NextNet Stockholders stating (i) the bona fide intention of cause the Company to offer such New Sharesissue new Membership Interests (“Offered Membership Interests”), and each Member shall have the right (a “Preemptive Right”) to purchase all or part of its ratable portion of any Offered Membership Interests (calculated as set forth in subsections (i), (ii) the number of such New Shares to be offered, and (iii) below); provided, however, that the Manager may issue without the consent of any Members, and Members shall have no Preemptive Right with respect to, new Membership Interests issued in connection with the Company’s acquisition of Private Placement Units in connection with the closing of the IPO. The Company shall give written notice of any proposed issuance or sale of Offered Membership Interests (the “Additional Issuance Notice”) to each of the Members specifying the total amount of capital to be raised, the type of Membership Interests to be issued and the material terms and conditions pertaining thereto, including the price and terms upon which proposed issuance date. Each Member may exercise its Preemptive Right to purchase its ratable portion of the Offered Membership Interests by delivering written notice (a “Preemptive Rights Notice”) to the Company proposes to offer such New Shares. (b) By written notification received by the Company, within 10 business ten days after following receipt of the Issue Additional Issuance Notice, each Eligible Stockholder and each Eligible NextNet Stockholder may elect to purchase, at . A Preemptive Rights Notice shall state that the price and Member shall purchase such Offered Membership Interests on the terms specified in the Issue NoticeAdditional Issuance Notice and indicating the amount and type, if applicable, of Offered Membership Interests such Member wishes to purchase. Any Preemptive Rights Notice so delivered shall be binding upon delivery and irrevocable by the applicable Member. If a Member does not deliver a Preemptive Rights Notice to the Company within such ten day period the Member shall not have the right to purchase its ratable portion of such New Shares that equals the proportion that the number of shares of Stock including any options, warrants or other share purchase rights held by such Stockholder bears to the total number of shares of Stock of the Company then outstanding, on a fully diluted basis, but excluding (i) any options, warrants or other rights to acquire Shares where the fair market value of the Shares issuable on the exercise of such options, warrants or other rights, as determined in good faith by the Board of Directors of the Company, is less that the exercise price of such options, warrants or other rights and (ii) any Shares and options, warrants or other rights to acquire Shares that are reserved but unallocated Offered Membership Interests pursuant to any stock plan. Such written notification shall be a binding, irrevocable commitment to purchase such New Shares. (c) If Eligible Stockholders and the Eligible NextNet Stockholders do not elect to purchase all of the New Shares that Eligible Stockholders and the Eligible NextNet Stockholders are entitled to purchase under subsection (b), the Company may offer the unsubscribed portion of such New Shares to any Persons at a price not less than, and upon terms no more favorable to the offeree, than those specified in the Issue Notice, provided that the Company completes the offer and sale of such unsubscribed portion within 120 business days after the date the applicable Issue Notice is first delivered to stockholders of the Company. (d) Each of HITN and Clearwire may assign its rights under this Section 1 to a Designee; provided, that the Company shall only be obligated to deliver Issue Notices to HITN and Clearwire. No other Stockholder may assign its rights under this Section 1 without the consent of the Company which may be withheld at its sole discretion3.